| Item 1.01 |
Entry into a Material Definitive Agreement. |
Vincerx Pharma, Inc. (the “Company”) previously entered into a binding term sheet, as amended (the “Term Sheet”), with
Oqory, Inc., a Delaware corporation (“Oqory”), and Vivasor, Inc., Oqory’s parent corporation, relating to a proposed business combination between the Company and Oqory. The Term Sheet provided, among other things, that the equity
holders of Oqory immediately prior to the closing of the business combination would own 95% of the equity of the combined company and the equity holders of the Company would own 5% of the equity of the combined company and that, in the event that
the fully-diluted value of the Company’s existing stockholders in the combined company upon the closing is less than $13.66 million, the exchange ratio would be adjusted to meet this minimum value of $13.66 million. The Term Sheet
also provided that investors determined by Oqory would provide $1,500,000 in interim financing to the Company, of which $1,000,000 was provided upon execution of the Term Sheet. The parties to the Term Sheet have agreed, effective as of
January 31, 2025, to increase the minimum value to be received by Company stockholders in the combined company from $13.66 million to $14.16 million and waive the requirement for Oqory to provide the remaining $500,000 in interim
financing.
| Item 9.01 |
Financial Statements and Exhibits. |
|
|
|
Exhibit
No. |
|
Description |
|
|
| 10.1 |
|
Amendment #2 to Binding Term Sheet effective as of January 31, 2025 |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This report contains forward-looking statements within the meaning of U.S. federal securities laws. Forward-looking statements, which are based
on certain assumptions and describe future plans, strategies, expectations and events, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,”
“should,” “would,” “could,” “suggest,” “seek,” “intend,” “plan,” “goal,” “potential,” “on-target,” “on
track,” “project,” “estimate,” “anticipate,” or other comparable terms. All statements other than statements of historical facts included in this report are forward-looking statements. Forward-looking statements
include, but are not limited to, the anticipated terms and conditions to entering into a definitive merger agreement. Forward-looking statements are neither historical facts nor assurances of future performance or events. Instead, they are based
only on current beliefs, expectations, and assumptions regarding future business developments, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Forward-looking statements are subject
to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside the control of Oqory and Vincerx.
Actual results, conditions, and events may differ materially from those indicated in the forward-looking statements. Therefore, you should not
rely on any of these forward-looking statements. Important factors that could cause actual results, conditions, and events to differ materially from those indicated in the forward-looking statements include, but are not limited to: the satisfactory
completion of the parties’ respective due diligence; the ability of the parties to successfully negotiate and enter into a definitive merger agreement and the actual terms thereof; termination of the Term Sheet; the parties’ capital
requirements, availability and sufficiency of capital, and cash runway; the parties’ ability to satisfy the conditions precedent to the merger to be contained in a definitive merger agreement, including completion of any necessary financing and
stockholder approval from both parties; the risk that any definitive merger agreement is terminated after it is entered into but before consummation of any proposed merger; market acceptance of the combined company; risks associated with clinical
development of the parties’ product candidates; general economic, financial, legal, political, and business conditions; and other risks and uncertainties including those set forth in Vincerx’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and subsequent reports filed with the Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date hereof, and the
parties disclaim any obligation to update any forward-looking statements.
Additional Information
In connection with the proposed merger, Vincerx will file relevant materials with the SEC, including a proxy statement on Schedule 14A. A
definitive proxy statement will be sent to holders of Vincerx’s common stock when it becomes available. Investors and securityholders and other interested parties are urged to carefully read the proxy statement (including any amendments or
supplements thereto) and any other documents filed with the SEC when they become available, because they will contain important information about Vincerx, Oqory, and the proposed transactions. Investors and securityholders may obtain free copies of
these
